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PROPOSED RESOLUTIONS TO BE ADOPTED AT THE MEETING OF THE BOARD OF DIRECTORS
OF ABC CORPORATION, INC.

December _____, 2____

WHEREAS, the Board of Directors of the Company believes that it is
in the best interests of the Company to create a Deferred Compensation
Plan for a select group of management and highly compensated employees
of the Company, and the Board of Directors intends such a Plan to be
considered an unfunded arrangement for purposes of the Employment Retirement
Income Securities Act of 1974;

RESOLVED: That the Board of Directors hereby delegates authority to
officer as Administrator under the Plan or other senior executive as
it may determine; provided, however, that the Board of Directors may
at any time revoke its delegation of authority to the Plan Administrator.

RESOLVED: That no executive or manager who is a Participant in the Plan
and is delegated authority to act on behalf of the Board of Directors
as the Plan Administrator shall vote or otherwise participate directly
in any decision that may effect the amount or timing of payments of
his or her Account Balance made under the Plan.

RESOLVED: That the Plan Administrator may from time to time designate
employees eligible to participate in the Plan.